Encore Capital Group Inc filed SEC Form 8-K: Leadership Update, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$ECPG
Finance Companies
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 12, 2026, Encore Capital Group, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the Amended and Restated Encore Capital Group, Inc. 2017 Incentive Award Plan (the “A&R Plan”), which amends and restates the Encore Capital Group, Inc. 2017 Incentive Award Plan (the “Original Plan”). The A&R Plan was adopted by the Board of Directors (the “Board”) of the Company on April 14, 2026, and became effective upon stockholder approval at the Annual Meeting.
The A&R Plan makes the following material amendments to the Original Plan:
(i) Increases the aggregate number of shares of common stock of the Company (“Common Stock”) reserved for issuance by 650,000 shares;
(ii) Increases the aggregate number of shares of Common Stock that may be granted as incentive stock options under the A&R Plan by 650,000 shares;
(iii) Eliminates the fungible share ratio so that all awards granted under the A&R Plan following the effective date of the A&R Plan will be counted against the share reserve on a one‑share‑for‑one‑share basis;
(iv) Removes the Original Plan’s fixed expiration date so that the A&R Plan will remain in effect unless and until terminated by the Board, subject to share availability (provided, however, that incentive stock options may not be granted under the A&R Plan after April 14, 2036);
(v) Removes provisions intended to enable awards to qualify as “performance-based compensation” under Section 162(m) of the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder, due to changes in law pursuant to the Tax Cuts and Jobs Act of 2017 eliminating this concept; and
(vi) Amends the definition of eligible consultants to include any individual or entity that qualifies as a consultant under the Form S-8 rules.
The terms and conditions of the A&R Plan are described in the section entitled “Approval of Amended and Restated Encore Capital Group, Inc. 2017 Incentive Award Plan (Proposal No. 4)” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2026. The foregoing description of the A&R Plan does not purport to be complete and is qualified in its entirety by reference to the complete text of the A&R Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to provide for the exculpation of officers of the Company from liability, as permitted by the Delaware General Corporation Law. On June 12, 2026, the Company filed a certificate of amendment with the Secretary of State of the State of Delaware, which became effective upon filing. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the complete text of the certificate of amendment, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Stockholders on June 12, 2026. The final voting results on the proposals presented at the Annual Meeting are set forth below.
The first proposal was for the election of the following eight directors: Michael P. Monaco, William C. Goings, Ashwini (Ash) Gupta, Jeffrey A. Hilzinger, Angela A. Knight, Laura Newman Olle, Richard P. Stovsky and Ashish Masih. All eight directors were elected, with the following votes tabulated:
| For | Withhold | Broker Non-Votes | |||||||||
| Michael P. Monaco | 18,044,582 | 315,569 | 1,020,746 | ||||||||
| William C. Goings | 16,654,942 | 1,705,209 | 1,020,746 | ||||||||
| Ashwini (Ash) Gupta | 18,153,822 | 206,329 | 1,020,746 | ||||||||
| Jeffrey A. Hilzinger | 17,847,500 | 512,651 | 1,020,746 | ||||||||
| Angela A. Knight | 18,002,444 | 357,707 | 1,020,746 | ||||||||
| Laura Newman Olle | 18,013,725 | 346,426 | 1,020,746 | ||||||||
| Richard P. Stovsky | 18,287,014 | 73,137 | 1,020,746 | ||||||||
| Ashish Masih | 18,248,642 | 111,509 | 1,020,746 | ||||||||
The second proposal was a non-binding vote to approve the compensation of the Company’s named executive officers. In a non-binding vote, the compensation of the Company’s named executive officers was approved, with the following votes tabulated:
| For | Against | Abstain | Broker Non-Vote | ||||||||
| 17,997,698 | 313,483 | 48,970 | 1,020,746 | ||||||||
The third proposal was the ratification of the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified, with the following votes tabulated:
| For | Against | Abstain | Broker Non-Vote | ||||||||
| 18,999,367 | 369,506 | 12,024 | — | ||||||||
The fourth proposal was to approve the Amended and Restated Encore Capital Group, Inc. 2017 Incentive Award Plan. The Amended and Restated Encore Capital Group, Inc. 2017 Incentive Award Plan was approved, with the following votes tabulated:
| For | Against | Abstain | Broker Non-Vote | ||||||||
| 17,191,591 | 1,159,793 | 8,767 | 1,020,746 | ||||||||
The fifth proposal was to approve and adopt an amendment to the Company’s Amended and Restated Certificate of Incorporation to provide for exculpation of officers. The amendment to the Company’s Amended and Restated Certificate of Incorporation to provide for exculpation of officers was approved, with the following votes tabulated:
| For | Against | Abstain | Broker Non-Vote | ||||||||
| 16,593,440 | 1,758,739 | 7,972 | 1,020,746 | ||||||||
The sixth proposal was to recommend, in a non-binding vote, the frequency of future non-binding stockholder votes to approve the compensation of the Company’s named executive officers. In a non-
binding vote, the Company’s stockholders recommended a non-binding vote to approve the compensation of the Company’s named executive officers every year, with the following votes tabulated:
| One Year | Two Years | Three Years | Abstain | Broker Non-Vote | ||||||||||
| 17,429,161 | 12,878 | 908,853 | 9,259 | 1,020,746 | ||||||||||
The Company’s Board of Directors has determined that it will include a non-binding vote to approve the compensation of the Company’s named executive officers in its proxy materials every year until the next non-binding vote to approve the frequency of such vote, which will occur no later than the Company’s 2032 annual meeting of stockholders.
Item 9.01. Financial Statements and Exhibits.
| Exhibit Number | Description | ||||
| Third Certificate of Amendment of Certificate of Incorporation of Encore Capital Group, Inc. | |||||
| Amended and Restated Encore Capital Group, Inc. 2017 Incentive Award Plan | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ENCORE CAPITAL GROUP, INC. | ||||||||
Date: | June 15, 2026 | /s/ Andrew Asch | ||||||
Andrew Asch | ||||||||
Senior Vice President, General Counsel, Government Affairs and Secretary | ||||||||
EXHIBIT INDEX
| Exhibit Number | Description | ||||
| Third Certificate of Amendment of Certificate of Incorporation of Encore Capital Group, Inc. | |||||
| Amended and Restated Encore Capital Group, Inc. 2017 Incentive Award Plan | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||